EXHIBIT 4(x)
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THE TIREX CORPORATION
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AMENDMENT
TO STOCK PURCHASE OPTION
OF APRIL 24, 1997
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Amendment, made this ________th day of May 1998, by and between
The Tirex Corporation
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxx, Xxxxxx X0X 0X0
(the "Corporation")
and
CG TIRE, Inc.
0000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
(the "Optionee").
the original parties to a stock purchase option, dated as of April 24, 1997 (the
"Option"), as amended by that certain letter agreement between the parties,
dated September 30, 1997 (the "Letter"). Terms used in this Amendment which are
defined in the Option and not defined herein shall have the same meaning herein
as therein.
Whereas, on April 30, 1998, the Optionee, by written notice, has requested
that the Corporation register the shares of common stock issuable upon exercise
of the Option in accordance with Section 8 of the Option and Paragraph 3(b) of
the Letter.
Whereas, the Corporation asserts that regulations of the Securities and
Exchange Commission (the "SEC") may require that the Option not be exercisable
until after the SEC declares the applicable registration statement effective in
order for the Corporation to preserve its exemption from registration, provided
under Regulation D, for certain limited offerings of the Corporation.
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Now therefore, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree to the following amendment to the
Option:
A. AMENDMENT
Article 2. Exercise of Option
Article 2 of the Option is hereby amended to read as follows:
"2. Exercise of Option
2.1 Subject to the provisions hereof, Optionee may purchase the
Optioned Shares, in whole or in part, at any time, and from time to time,
during the two-year period commencing on April 24, 1997 and terminating at
5:00 p.m., New York Time, on April 23, 2000 (the "Exercise Period").
Exercise shall be effected by presentation and surrender of this Option
(or any option for which this Option has been exchanged) to the
Corporation at its principal office with a written notice of exercise
specifying the number of Optioned Shares being purchased pursuant to such
exercise, duly executed and accompanied by payment of the Exercise Price
for the number of shares specified. The date of receipt by the Corporation
of the foregoing shall be deemed to be the "Exercise Date" and the
Optionee shall be deemed to be the holder of record of the Optioned Shares
issuable upon such exercise, notwithstanding that the stock transfer books
of the Corporation shall then be closed or that certificates representing
such Optioned Shares shall not then be actually delivered to the Optionee.
2.2 In the event that the Corporation shall, on or prior to June 10,
1998, file a registration statement with the Securities and Exchange
Commission (the "SEC") registering the Company's sale to the Optionee of
the Optioned Shares (the "Registration Statement"), then any rights which
the Optionee shall have had to exercise the Option shall be deemed to be
terminated as at the day immediately preceding the date of such filing
(the "Filing Date"). In such event, the Optionee shall be entitled to
exercise the Option, in whole or in part at any time, and from time to
time, during the period commencing on the date immediately following the
date that the Registration Statement is declared effective by the SEC and
terminating at 5:00 p.m., New York Time, on April 23, 2000 (the "Exercise
Period"). Notwithstanding the foregoing, in the event the Registration
Statement is not declared effective within 120 days of the Filing Date or,
if for any reason, the Corporation shall withdraw the Registration
Statement, then upon demand of the Optionee, a new Exercise Period shall
immediately commence and shall continue until 5:00 p.m., New York Time, on
April 23, 2000.
B. NO OTHER AMENDMENTS
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Except as expressly provided in this Amendment, all of the terms and
conditions of the Option and the Letter remain in full force and effect.
C. COUNTERPARTS
This Amendment may be executed in any number of counterparts and by each
party on a separate counterpart, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one Amendment.
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In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
THE TIREX CORPORATION
By ____________________________
Xxxxxxx X. Xxxxx, President
CG TIRE, Inc.
By ____________________________
Xxxxx X. Xxxxx, President
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